Texas Instruments 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 19, 2011
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in charter)
12500 TI BOULEVARD
P.O. BOX 660199
DALLAS, TEXAS 75266-0199
(Address of principal executive offices)
Registrants telephone number, including area code: (972) 995-3773
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Texas Instruments Incorporated (the Company) has transferred shares of its Common Stock (Shares) to a wholly owned subsidiary. The transactions were undertaken between December 19 and 22, 2011, as part of a restructuring by the Company of its subsidiaries following its acquisition of National Semiconductor Corporation in September 2011. The Shares were already issued and held in the Companys treasury. They will continue to be reflected as treasury shares on the Companys financial statements and excluded from earnings per share calculations.
A total of 57,887,451 Shares were transferred to the subsidiary in exchange for promissory notes of the subsidiary having an aggregate principal amount of $1.66 billion, representing an amount per share equal to the closing price of the Companys common stock on the exchange on which the Companys shares are listed for the trading day immediately preceding the date of transfer.
In connection with the subsidiary restructuring, the Company intends to transfer in the first quarter of 2012 approximately $225 million of Shares held in its treasury to the same subsidiary in exchange for equity of the subsidiary. The Shares will be valued, and the impact on the Companys financial statements will be, as described above.
In each case, the Shares are voting stock, but in accordance with Delaware law and the Companys By-Laws, they will not be voted on matters brought before our stockholders or counted for quorum purposes. To the extent required, Section 4(2) of the Securities Act of 1933, as amended, provides an exemption from registration for the transactions described above.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.